10-Q 1 d10q.htm FORM 10-Q Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


FORM 10-Q

 


(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO             .

Commission File Number 000-51423

 


Brooke Credit Corporation

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware   20-2679740

(State or other Jurisdiction

of incorporation)

 

(I.R.S. Employer

Identification No.)

10950 Grandview Drive, Suite 600

Overland Park, Kansas 66210

(Address of Principal Executive Office)

(913) 661-0123

(Issuer’s Telephone Number, Including Area Code)

Oakmont Acquisition Corp.

33 Bloomfield Hills Parkway, Suite 240

Bloomfield Hills, Michigan 48304

(Former Name or Former address, If Changed Since Last Report)

 


Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):

Large Accelerated Filer  ¨    Accelerated Filer  ¨    Non-Accelerated Filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  x    No  ¨

As of August 13, 2007, 25,722,898 shares of common stock, par value $0.01 per share, were issued and outstanding.

 



Table of Contents

Index

 

     Page No.
Part I:   Financial Information   
  Item 1—Financial Statements   
 

Condensed Balance Sheet

   3
 

Condensed Statement of Operations

   4
 

Condensed Statement of Cash Flows

   4
 

Statement of Stockholders’ Equity

   5
 

Notes to Condensed Financial Statements

   6
  Item 2—Management’s Discussion and Analysis of Financial Condition And Results of Operations    10
  Item 3—Quantative and Qualitative Disclosure About Market Risk    12
  Item 4—Controls and Procedures    12
Part II.   Other Information   
  Item 6—Exhibits    12
Signatures    13
Exhibit Index    14

 

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PART 1. CONDENSED FINANCIAL INFORMATION

 

Item 1. Condensed Financial Statements

BROOKE CREDIT CORPORATION (f/k/a Oakmont Acquisition Corp.)

(A Corporation in the Development Stage as of June 30, 2007)

CONDENSED BALANCE SHEETS

Unaudited

 

    

June 30,

2007

    December 31,
2006

ASSETS

    

Current assets:

    

Cash

   $ 522     $ 61,662

Cash held in trust fund (Note 2)

     49,594,808       48,880,325

Deferred Tax Asset

     331,463       170,848

Prepaid expenses

     16,907       21,500
              

Total current assets

   $ 49,943,701     $ 49,134,335
              

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

Current liabilities:

    

Accounts payable and accrued expenses

   $ 767,876     $ 386,066

Accrued federal taxes

     —         133,843

Accrued franchise taxes

     16,800       18,101

Bank loan

     150,000       —  

Related party loan

     10,000       —  

Deferred trust income

     648,752       505,927
              

Total current liabilities

     1,593,428       1,043,937
              

Common stock, subject to possible conversion, 1,714,176 shares at conversion value (Note 2)

     9,265,250       9,265,250
              

Stockholders’ Equity:

    

Preferred stock, $.0001 par value

    

Authorized 1,000,000 shares; none issued

     —         —  

Common stock, $.0001 par value

    

Authorized 35,000,000 shares

    

Issued and outstanding 10,575,166 shares which includes 1,714,176 subject to possible conversion

     1,058       1,058

Additional paid-in-capital

     38,119,599       38,119,599

Accumulated earnings during development stage

     964,367       704,491
              

Total stockholders’ equity

     39,085,024       38,825,148
              

Total liabilities and stockholders’ equity

   $ 49,943,701     $ 49,134,335
              
   $ (0 )  
              

 

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BROOKE CREDIT CORPORATION (f/k/a Oakmont Acquisition Corp.)

(A Corporation in the Development Stage as of June 30, 2007)

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)

 

     Cumulative from
April 15, 2005
(inception) to
June 30, 2007
   For the Three
Months Ended
June 30, 2007
    For the Three
Months Ended
June 30, 2006
   For the Six
Months Ended
June 30, 2007
    For the Six
Months Ended
June 30, 2006

Income:

            

Interest Income

   $ 2,596,630    $ 293,330     $ 436,965    $ 571,658     $ 818,829
                                    

Expenses:

            

Professional Fees

     854,983      42,214       48,939      98,385       104,463

Franchise and capital taxes

     88,670      569       9,107      18,006       20,787

Business meals, travel, entertainment

     34,348      8,928          17,560       7,870

Rent and office

     178,257      22,500       22,500      45,000       45,746

Insurance

     80,000      10,000       10,000      20,000       20,000

Other formation and operating costs

     301,190      266,532       6,998      273,446       9,709
                                    

Total Expenses

     1,537,448      350,743       97,544      472,397       208,575
                                    

Income before taxes

     1,059,182      (57,413 )     339,421      99,260       610,254

Provision for income taxes

     94,814      (119,253 )     118,081      (160,615 )     210,163
                                    

Net income

   $ 964,367    $ 61,840     $ 221,340    $ 259,875     $ 400,091
                                    

Earnings per share—basic and diluted

   $ 0.10    $ 0.01     $ 0.02    $ 0.02     $ 0.04
                                    

Weighted average shares outstanding—basic and diluted

     9,569,376      10,575,166       10,575,166      10,575,166       10,575,166

Some of the expenses for the period April 15, 2005 (inception) to June 30, 2006, have been reclassified to correspond with current account groupings.

 

BROOKE CREDIT CORPORATION (f/k/a Oakmont Acquisition Corp.)

(A Corporation in the Development Stage as of June 30, 2007)

CONDENSED STATEMENT OF CASH FLOWS

(Unaudited)

 

     Cumulative from
April 15, 2005
(inception) to
June 30, 2007
    For the Three
Months Ended
June 30, 2007
    For the Three
Months Ended
June 30, 2006
    For the Six
Months Ended
June 30, 2007
    For the Six
Months Ended
June 30, 2006
 

CASH FLOWS FROM OPERATING ACTIVITIES

          

Net Income

   $ 964,367     $ 61,840     $ (879 )   $ 259,875     $ (879 )

Adjustments to reconcile net income to net cash provided by (used in) operating activities: Accrued interest on treasury bills held in Trust

     (3,245,381 )     (366,617 )     (546,138 )   $ (714,483 )     (1,023,408 )

Increases (Decreases) in capital taxes payable

     16,800       —         (2,549 )     (1,301 )     (20,032 )

Increase (Decrease) in income taxes payable

     0       —         118,081       (133,843 )     (29,837 )

(Increase) in deferred tax

     (331,463 )     (119,253 )       (160,615 )  

Increase in deferred interest

     648,752       73,287       109,173       142,825       204,579  

(Increase) Decrease in prepaid expenses

     (16,907 )     10,001       (19,082 )     4,593       (6,332 )

Increase in accounts payable and accrued expenses

     767,876       333,347       (8,936 )     381,810       31,017  
                                        

Net cash used by operating activities

     (1,195,958 )     (7,396 )     (350,329 )     (221,139 )     (443,922 )
                                        

CASH FLOWS FROM INVESTING ACTIVITIES

          

Cash deposited in Trust Fund

     (46,349,426 )     —         —        
                                        
     (46,349,426 )     —         —         —         —    

CASH FLOWS FROM FINANCING ACTIVITIES

          

Gross proceeds from public offering

     51,450,995          

Proceeds from notes payable, stockholders

     75,000          

Repayment of notes payable, stockholders

     (75,000 )        

Proceeds from bank loan

     150,000       —           150,000    

Proceeds from loan from related party

     10,000           10,000    

Proceeds from sale of shares of common stock

     25,000          

Proceeds from issuance of option

     100          

Costs of the public offering

     (4,090,189 )        
                                        

Net cash provided by financing activities

     47,545,906       —         —         160,000       —    
                                        

Net increase (decrease) in cash

   $ 522     $ (7,396 )   $ (350,329 )   $ (61,139 )   $ (443,922 )

Cash at beginning of period

     —         7,919       579,045       61,662       894,856  
                                        

Cash at end of period

   $ 522     $ 523     $ 228,715     $ 523     $ 450,934  
                                        

Supplemental schedule of non-cash financing activities:

Accrual of costs of the public offering

See notes to condensed financial statements

 

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BROOKE CREDIT CORPORATION (f/k/a Oakmont Acquisition Corp.)

(A Corporation in the Development Stage as of June 30, 2007)

STATEMENT OF STOCKHOLDERS’ EQUITY

Unaudited

 

     Common Stock    Additional Paid-in-
Capital
    Earnings
accumulated during
the development
stage
   Total  
     Shares    Amount        

Sale of 2,000,000 shares of common stock to initial stockholders on April 15, 2005 at $0.125 per share

   2,000,000    $ 200    $ 24,800        $ 25,000  

Sale of 8,000,000 units, net of underwriters’ discount and offering expenses (includes 1,599,200 shares subject to possible conversion) on July 18, 2005

   8,000,000      800      44,171,458          44,172,258  
                               

Proceeds subject to possible conversion of 1,599,200 shares

           (8,623,686 )        (8,623,686 )
                               

Proceeds from issuance of option

           100          100  
                               

Sale of 575,166 units, net of underwriters’ discount and offering expenses (includes 114,976 shares subject to possible conversion) on July 26, 2005

   575,166      58      3,188,491          3,188,549  

Proceeds subject to possible conversion of 114,976 shares

           (641,564 )        (641,564 )

Net income

             704,491      704,491  
                                   

Balance, December 31, 2006

   10,575,166      1,058      38,119,599       704,491      38,825,148  

Net income for the period

             198,036      198,036  
                                   

Balance, March 31, 2007

   10,575,166    $ 1,058    $ 38,119,599     $ 902,527    $ 39,023,184  

Net income for the period

             61,840      61,840  
                                   

Balance, June 30, 2007

   10,575,166    $ 1,058    $ 38,119,599     $ 964,367    $ 39,085,024  
                                   

 

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BROOKE CREDIT CORPORATION (f/k/a Oakmont Acquisition Corp.)

(A Corporation in the Development Stage as of June 30, 2007)

NOTES TO CONDENSED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The condensed financial statements at June 30, 2007 and for the six months ended June 30, 2007 and for the period from April 15, 2005 (inception) to June 30, 2007 are unaudited and include the accounts of Brooke Credit Corporation, formerly known as Oakmont Acquisition Corporation (a corporation that was in the development stage as of June 30, 2007) (the “Company”). The Company changed its name on July 18, 2007 in connection with the closing of the merger of Brooke Credit Corporation, a Kansas corporation, with and into the Company. The condensed financial statements pre-date the closing of the merger, and therefore only reflect the financial condition of Oakmont Acquisition Corp., the predecessor of the Company.

In the opinion of management, all adjustments (consisting of normal accruals) have been made that are necessary to present fairly the financial position of the Company as of June 30, 2007 and the results of its operations and its cash flows for the six months ended June 30, 2007. The Company commenced operations effective April 15, 2005. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full year. The financial information presented should be read in conjunction with the audited financial statements and related notes as of December 31, 2006 and for the period from inception, April 15, 2005, to December 31, 2006, in the Company’s Annual Report on Form 10-KSB for the year then ended.

The statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations.

2. ORGANIZATION, BUSINESS OPERATIONS, AND SUBSEQUENT EVENTS

Brooke Credit Corporation was incorporated in Delaware on April 15, 2005 as Oakmont Acquisition Corp., a blank check company whose objective is to acquire an operating business.

The financial information in this report has not been audited, but in the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly such information have been included.

All activity from April 15, 2005 (inception) through June 30, 2007 relates to the Company’s formation and initial public offering described below. The Company has selected December 31 as its fiscal year. These statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations.

The registration statement for the Company’s initial public offering (“Offering”) for 8,000,000 Units (“Units”) was declared effective July 12, 2005. The Company consummated the Offering on July 18, 2005 and, on July 26, 2005; the underwriter exercised its over-allotment option for 575,166 Units, with the Company receiving aggregate net proceeds of approximately $47,361,000 (See Note 3). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a business combination with an operating business (“Business Combination”). Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. $46,349,426 of the net proceeds together with interest accrued thereon is being held in an interest-bearing trust account (“Trust Account”) until the earlier of (i) the consummation of a Business Combination or (ii) liquidation of the Company. Under the agreement governing the Trust Account, funds will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act of 1940 that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940. At June 30, 2007, the value of the Trust Fund account amounted to approximately $49,594,808 (December 31, 2006, $48,880,325). The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective target businesses or other entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Two of the Company’s officers have severally agreed that they will be personally liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company. However, there can be no assurance that these officers will be able to satisfy those obligations. The remaining net proceeds (not held in the Trust Account) may be used for tax payments and business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

 

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The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that stockholders owning 20% or more of the shares sold in the Offering vote against the Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated

All of the Company’s stockholders prior to the Offering, including all of the officers and directors of the Company (“Initial Stockholders”), have agreed to vote their 2,000,000 founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of the Company (“Public Stockholders”) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his or her shares. The per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination, divided by the number of shares of common stock held by Public Stockholders at the consummation of the Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by Initial Stockholders. Accordingly, a portion of the net proceeds from the offering (19.99% of the amount originally held in the Trust Fund) has been classified as common stock subject to possible redemption in the accompanying balance sheet and 19.99% of the related interest earned has been recorded as deferred interest.

The Company’s Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a Business Combination within 18 months from the date of the consummation of the Offering, or 24 months from the consummation of the Offering if certain extension criteria have been satisfied. Those criteria were satisfied in January, 2007 in connection with the pending transaction with Brooke Credit. See Note 5. This factor raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements are prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per share in the Offering (assuming no value is attributed to the Warrants contained in the Units issued in the Offering as discussed in Note 3).

New Accounting Pronouncements

In June 2006, the FASB issued FIN 48, Accounting for Uncertainty of Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes. The Interpretation addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The provisions of FIN 48 are effective beginning January 1, 2007. The impact of the Company’s reassessment of its tax positions in accordance with the requirements of FIN 48 has been determined to be immaterial.

In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value under U.S. GAAP, and expands disclosures about fair value measurements. Statement No. 157 applies to other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 is effective for our Company January 1, 2008. We are currently evaluating the potential impact, if any, of the adoption of FASB Statement No. 157 on our consolidated financial position, results of operations and cash flows.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115. “SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS No. 159 is effective for our Company January 1, 2008. The Company is evaluating the impact that the adoption of SFAS No. 159 will have on our consolidated financial statements.

In March 2007, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards.” EITF 06-11 requires companies to recognize the income tax benefit realized from dividends or dividend equivalents that are charged to retained earnings and paid to employees for nonvested equity-classified employee share-based payment awards as an increase to additional paid-in capital. EITF 06-11 is effective for fiscal years beginning after September 15, 2007. The Company does not expect EITF 06-11 will have a material impact on its financial position, results of operations or cash flows.

In March 2007, the FASB ratified EITF Issue No. 06-10 “Accounting for Collateral Assignment Split-Dollar Life Insurance Agreements”. EITF 06-10 provides guidance for determining a liability for the postretirement benefit obligation as well as recognition and measurement of the associated asset on the basis of the terms of the collateral assignment agreement. EITF 06-10 is effective for fiscal years beginning after December 15, 2007. The Company is currently assessing the impact of EITF 06-10 on its consolidated financial position and results or operations.

 

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On September 7, 2006, the Task Force reached a conclusion on EITF Issue No. 06-5, “Accounting for Purchases of Life Insurance – Determining the Amount That Could Be Realized in Accordance with the FASB Technical Bulletin No. 85-4, Accounting for Purchases of Life Insurance”. The scope of EITF 06-5 consists of six separate issues relating to accounting for life insurance policies purchased by entities protecting against the loss of “key persons.” The six issues are clarifications of previously issued guidance on FASB Technical Bulletin No. 85-4. EITF is effective for fiscal years beginning after December 15, 2006. Adoption of EITF 06-5 did not have a material impact on the financial position, results of operations or cash flows of the Company.

3. INITIAL PUBLIC OFFERING

In connection with the Offering and the underwriter’s exercise of its over-allotment option, the Company sold 8,575,166 Units in July 2005. Each Unit consists of one share of the Company’s common stock, $.0001 par value, and two Redeemable Common Stock Purchase Warrants (“Warrants”). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing the later of the completion of a Business Combination or one year from the effective date of the Offering and expiring four years from the effective date of the Offering. The Warrants will be redeemable at a price of $.01 per Warrant upon 30 days’ notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $8.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given. In connection with the Offering and the underwriter’s exercise of its over-allotment option, the Company paid the underwriters an underwriting discount of 7% of the related gross proceeds.

In connection with the Offering, the Company also issued an option to the underwriters, for $100, to purchase up to a total of 720,000 Units. The Units issuable upon exercise of this option are identical to those offered by the prospectus, except that each of the Warrants underlying this option entitles the holder to purchase one share of our common stock at a price of $5.70. This option is exercisable at $7.50 per unit commencing on the later of the consummation of a business combination and one year from the date of the offering and expiring five years from the date of the offering. In lieu of exercise, the option may be converted into units (i.e., a “cashless exercise”) to the extent that the market value of the units at the time of conversion exceeds the exercise price of the option. The option may only be exercised or converted by the option holder.

The sale of the option was accounted for as an equity transaction. Accordingly, there was no net impact on the Company’s financial position or results of operations, except for the recording of the $100 proceeds from the sale. The Company has determined, based upon a Black-Scholes model that the fair value of the option on the date of sale was approximately $513,410, using an expected life of four years, volatility of 18.5% and a risk-free interest rate of 3.85%.

4. COMMITMENTS AND RELATED PARTY TRANSACTIONS

The Company utilizes certain limited administrative, technology and secretarial services, as well as certain limited office space provided by an affiliate of four Initial Stockholders. Such affiliate has agreed that, until the acquisition of a target business by the Company, it will make such services available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $7,500 per month for such services commencing on the effective date of the Offering. The statement of operations for the six (6) month period ended June 30, 2007 includes $22,500 of accrued but unpaid expense related to this agreement for the months of January through June.

Pursuant to letter agreements dated April 15, 2005 with the Company and the Representative, the Initial Stockholders have waived their right to receive distributions with respect to their founding shares upon the Company’s liquidation.

The Company’s Chief Executive Officer, Robert J. Skandalaris, and its President, Michael C. Azar, have agreed with the underwriters that within the first forty trading days after separate trading of the Warrants has commenced, they or certain of their affiliates or designees will collectively purchase up to 1,600,000 Warrants in the public marketplace at prices not to exceed $0.70 per Warrant. They have further agreed that any warrants purchased by them or their affiliates or designees will not be sold or transferred until after the Company has completed a business combination. The Warrants may trade separately on the 90th day after the offering unless the underwriters determine that an earlier date is acceptable. During October 2005, Mr. Skandalaris and Mr. Azar satisfied their commitment to purchase up to 1,600,000 Warrants in the public marketplace.

 

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On April 14, 2007, the Company obtained an unsecured loan from Comerica Bank, NA in the principal amount of $150,000. Proceeds from this loan were used to fund general working capital needs of the Company. The loan bears interest at the bank’s prime rate plus .5%, 8.5% at June 30, 2007, interest only payable beginning May 1, 2007. On June 28, 2007, the loan was increased to $175,000. On August 6, 2007 the loan was paid in full.

On March 6, 2007, the Company obtained a unsecured, non-interest bearing loan from KrisLee & Associates, LLC, a Michigan limited liability in the principal amount of $10,000. The Company is not required to make any current payments under this loan. The loan matures on October 1, 2007. Robert J. Skandalaris, our Chief Executive Officer, is the managing member of KrisLee & Associates, LLC. Proceeds from this loan were used to fund general working capital needs of the Company.

Pursuant to an agreement, the Initial Stockholders are entitled to registration rights with respect to their founding shares. The holders of the majority of these shares are entitled to make up to two demands that the Company register these shares at any time after the date on which these shares of common stock are released from escrow. In addition, the Initial Stockholders have certain “piggy-back” registration rights on registration statements filed subsequent to the third anniversary of the effective date of the Offering.

The Company has paid the fees and issued the securities to the underwriters in the Offering as described in Note 3 above.

Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially dilutive securities such as stock warrants and options. The effect of the 17,150,332 outstanding warrants, issued in connection with the Offering described in Note 3 has not been considered in diluted earnings per share since the warrants are contingently exercisable. The effect of the 720,000 Units included in the underwriter’s purchase option, as described in Note 3, along with the warrants underlying such units, has not been considered in the diluted earnings per share calculation since the market price of the option was less than the exercise price during the period.

The Company maintains its cash balances in a bank with balances insured by the FDIC up to $100,000. At June 30, 2007, the Company’s balance in its checking account did not exceed the FDIC insurable limit. Trust funds of $49,594,808 ($48,880,325 as at December 31, 2006) are uninsured.

Deferred income taxes are provided for the differences between the bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004) (“SFAS 123(R)”), “Share Based Payment”. SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company was required to adopt SFAS 123(R) effective January 1, 2006. The Company does not believe that the adoption of SFAS No. 123(R) will have a significant impact on its financial condition or results of operations.

5. MERGER TRANSACTION

On February 8, 2007, Oakmont Acquisition Corp. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Oakmont Kansas, Inc. a newly-formed wholly-owned Kansas subsidiary of the company (“Oakmont Kansas”), Brooke Credit Corporation (“Former Brooke Credit”) and Brooke Corporation (“Brooke”), providing for a two-step, three party merger of Oakmont Acquisition Corp., Former Brooke Credit and Oakmont Kansas, with Oakmont Kansas surviving as a Kansas corporation and changing its name to Brooke Credit Corporation.

On April 30, 2007, Oakmont Acquisition Corp., Former Brooke Credit and Brooke entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”). The Amended Merger Agreement changed the structure of the proposed transaction to a single-step, two party merger of Former Brooke Credit with and into Oakmont Acquisition Corp., with Oakmont Acquisition Corp. surviving and changing its name to “Brooke Credit Corporation.” The other material terms of the merger remained unchanged.

 

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On July 18, 2007, the merger was completed in accordance with the terms of the Amended Merger Agreement. Pursuant to those terms, Former Brooke Credit was merged with and into Oakmont Acquisition Corp., which immediately thereafter changed its name to “Brooke Credit Corporation” (“New Brooke Credit”). New Brooke Credit operates as a specialty finance company based in Overland Park, Kansas that lends money primarily to locally-owned businesses that sell insurance.

For a more complete discussion of New Brooke Credit, Former Brooke Credit and the transaction, see our Current Report on Form 8-K dated July 23, 2007 and Definitive Proxy Statement filed with the SEC on July 10, 2007.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As of June 30, 2007, we were a blank check company formed for the purpose of consummating a business combination with an operating company, and had no operations and conducted no business of our own. Therefore, the following discussion of our Plan of Operation is provided in lieu of a discussion of operating results.

This discussion should be read in connection with the unaudited financial statements and footnotes thereto provided elsewhere in this report, as well as the audited financial statements and footnotes thereto included in our Annual Report on Form 10-KSB for our fiscal year ended December 31, 2006.

Forward Looking Statements

Certain statements contained in this interim report that are not historical facts, including, but not limited to, statements that can be identified by the use of forward-looking terminology such as “may,” “expect,” “anticipate,” “predict,” “believe,” “plan,” “estimate” or “continue” or the negative thereof or other variations thereon or comparable terminology, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties.

Plan of Operation

We were formed on April 15, 2005, to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. We intend to utilize cash derived from the proceeds of this offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination. Our activities to date have been comprised solely of organizational activities, preparing for and consummating the Offering and efforts associated with identifying a target for a business combination.

On July 18, 2005 we consummated our initial public offering of 8,000,000 Units, with each Unit consisting of one share of our common stock and two warrants. On July 26, 2005, we consummated the closing of an additional 575,166 Units that were subject to the over-allotment option. Gross proceeds from our initial public offering were approximately $51,451,000. We paid a total of $3,601,570 in underwriting discounts and commissions, and approximately $490,000 was or will be paid for costs and expenses related to the offering. After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the offering were approximately $47,361,000, of which $46,349,426 was deposited into the trust account (or $5.40 per share sold in the offering). The remaining proceeds are available to be used by us to provide for business, legal and accounting due diligence on prospective acquisitions, tax payments and continuing general and administrative expenses. We intend to use substantially all of the net proceeds of this offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust

 

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fund as well as any other net proceeds not expended will be used to finance the operations of the target business. We believe we will have sufficient available funds outside of the trust fund to operate through July 18, 2007, assuming that a business combination is not consummated during that time or if necessary that sufficient funds will be advanced to operate assuming a business combination is consummated on or prior to that date. As of June 30, 2007, we had cash of approximately $522.39

Commencing on July 12, 2005, we began incurring a fee from Quantum Value Management, LLC, an affiliate of Messrs. Skandalaris and Azar, and David Langevin, of $7,500 per month for providing us with certain administrative, technology and secretarial services, as well as the use of certain limited office space in Bloomfield Hills, MI. The payment of this fee was suspended but accrued as at July 31, 2006, and will end upon the acquisition of a target business. In addition, in April 2005, Messrs. Skandalaris and Azar advanced an aggregate of $75,000 to us for payment on our behalf of offering expenses. These loans were repaid following our initial public offering from the proceeds of the offering.

Net income of $61,840 reported for the quarter ended June 30, 2007 consists primarily of $42,214 for professional fees, $569 for franchise and capital taxes, $8,928 for business meals, travel, and entertainment, $22,500 for rent and office expenses, $10,000 for director and officer liability insurance expenses, $266,532 for formation and operating costs, and a benefit of $119,253 for federal income taxes. Interest on the trust fund investment was $293,330, excluding $73,286.70 of deferred interest.

Net income of $259,875 reported for the six months ended June 30, 2007 consists primarily of $98,385 for professional fees, $18,006 for franchise and capital taxes, $17,560 for business meals, travel and entertainment expenses, $45,000 for rent and office expenses, $20,000 for director and officer liability insurance expenses, $273,446 for formation and operating costs, and $160,615 for federal income taxes. Interest on the trust fund investment was $571,657.73 excluding $142,825.12 of deferred interest.

Net income of $964,367 reported for the period since inception, April 15, 2005 to June 30, 2007 consists primarily of $854,983 for professional fees, $88,670 for franchise and capital taxes, $34,348 for business meals, travel and entertainment expenses, $178,257 for rent and office expenses, $80,000 for director and officer liability insurance expenses, $301,190 for formation and operating costs, and $94,814 for federal income taxes. Interest on the trust fund investment was $2,596,630 excluding $648,752 of deferred interest.

Recent Developments

On February 8, 2007, Oakmont Acquisition Corp. entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Oakmont Kansas, Inc. a newly-formed wholly-owned Kansas subsidiary of the company (“Oakmont Kansas”), Brooke Credit Corporation (“Former Brooke Credit”) and Brooke Corporation (“Brooke”), providing for a two-step, three party merger of Oakmont Acquisition Corp., Former Brooke Credit and Oakmont Kansas, with Oakmont Kansas surviving as a Kansas corporation and changing its name to Brooke Credit Corporation.

On March 6, 2007, the Company obtained a unsecured, non-interest bearing loan from KrisLee & Associates, LLC, a Michigan limited liability in the principal amount of $10,000. The Company is not required to make any current payments under this loan. The loan matures on October 1, 2007. Robert J. Skandalaris, our Chief Executive Officer, is the managing member of KrisLee & Associates, LLC. Proceeds from this loan were used to fund general working capital needs of the Company.

On April 14, 2007, the Company obtained an unsecured loan from Comerica Bank, NA in the principal amount of $150,000 on June 28, 2007, this loan was increased to $175,000. Proceeds from this loan were used to fund general working capital needs of the Company. On or about August 6, 2007 the loan was paid in full.

On April 30, 2007, Oakmont Acquisition Corp., Former Brooke Credit and Brooke entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”). The Amended Merger Agreement changed the structure of the proposed transaction to a single-step, two party merger of Former Brooke Credit with and into Oakmont Acquisition Corp., with Oakmont Acquisition Corp. surviving and changing its name to “Brooke Credit Corporation.” The other material terms of the merger remained unchanged.

For a more complete discussion of New Brooke Credit, Former Brooke Credit and the transaction with Brooke Credit, see our Current Report on Form 8-K dated July 23, 2007, and our Definitive Proxy Statement filed with the SEC on July 10, 2007.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a blank check company, with no operations, and therefore this item is not applicable to us.

 

Item 4. Controls and Procedures

An evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report was made under the supervision and with the participation of our management, including our chief executive officer and our principal accounting officer. Based on this evaluation, our chief executive officer and chief financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the information relating to the Company, including consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. During the most recently completed fiscal quarter, there has been no significant change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

 

Item 6: Exhibits and Reports on Form 8-K

 

31.1   Section 302 Certification by CEO
31.2   Section 302 Certification by CFO
32.1   Section 906 Certification by CEO
32.2   Section 906 Certification by CFO

 

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 14, 2007

 

BROOKE CREDIT CORPORATION

/s/ Michael S. Lowry

Michael S. Lowry
Chief Executive Officer

 

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EXHIBIT INDEX

 

Number   

Description

(a)   Exhibits:   
  31.1    Section 302 Certification by CEO
  31.2    Section 302 Certification by CFO
  32.1    Section 906 Certification by CEO
  32.2    Section 906 Certification by CFO

 

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